| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/19/2020 |
3. Issuer Name and Ticker or Trading Symbol
MARAVAI LIFESCIENCES HOLDINGS, INC. [ MRVI ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 28,965,664(1) | I | See footnote(2)(3) |
| Class B Common Stock | 168,654,981(4) | I | See footnote(5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Common Units | (6) | (6) | Class A Common Stock | 216,797,140 | (6) | I | See footnote(7) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. In the reorganization of Maravai Life Sciences Holdings, LLC ("MLSH 1") and Maravai Topco Holdings LLC ("Topco LLC") and the creation of Maravai Life Sciences Holdings 2, LLC ("MLSH 2") and the Issuer as a public holding company (the "Reorganization"), shares of the Class A common stock, par value $0.01, of the Issuer (the "Class A Shares") were issued and sold at par value to MLSH 2 in an exempt transaction under Rule 16b-3 of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
| 2. Reflects Class A Shares held directly by MLSH 2. MLSH 2 is managed by a board of managers controlled by GTCR Fund XI/C LP ("GTCR Fund XI/C"). GTCR Partners XI/A&C LP ("GTCR Partners XI/A&C") is the general partner of GTCR Fund XI/C. GTCR Investment XI LLC ("GTCR Investment XI") is the general partner of GTCR Partners XI/A&C. GTCR Investment XI is managed by a board of managers (the "GTCR Board of Managers") consisting of Mark M. Anderson, Craig A. Bondy, Aaron D. Cohen, Sean L. Cunningham, Benjamin J. Daverman, David A. Donnini, Constantine S. Mihas and Collin E. Roche, and no single person has voting or dispositive authority over the Class A Shares. |
| 3. (Continued from footnote 2) Each of GTCR Partners XI/A&C, GTCR Investment XI and the GTCR Board of Managers may be deemed to share beneficial ownership of the Class A Shares held of record by MLSH 2, and each of the individual members of the GTCR Board of Managers disclaims beneficial ownership of the Class A Shares held of record by MLSH 2 except to the extent of his pecuniary interest therein. |
| 4. In the Reorganization, shares of the Class B common stock, par value $0.01, of the Issuer (the "Class B Shares") were issued and sold at par value to the members of Topco LLC holding common units in Topco LLC (the "Common Units") prior to the Reorganization in an exempt transaction under Rule 16b-3 of Section 16 of the Exchange Act. One Class B Share was issued and sold for every one Common Unit owned by a member. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation filed in connection with the Reorganization, the Class B Shares (i) confer no economic rights on the holders thereof, (ii) confer only voting rights on the holders thereof and (iii) may be issued only to holders of Common Units. |
| 5. Reflects Class B Shares held directly by MLSH 1. MLSH 1 is managed by a board of managers controlled by GTCR Fund XI/B LP ("GTCR Fund XI/B") and GTCR Co-Invest XI LP ("GTCR Co-Invest XI"). GTCR Partners XI/B LP ("GTCR Partners XI/B") is the general partner of GTCR Fund XI/B. GTCR Investment XI is the general partner of GTCR Co-Invest XI and GTCR Partners XI/B. GTCR Investment XI is managed by the GTCR Board of Managers, and no single person has voting or dispositive authority over the Class B shares. Each of GTCR Partners XI/B, GTCR Investment XI and the GTCR Board of Managers may be deemed to share beneficial ownership of the Class B shares held of record by MLSH 1, and each of the individual members of the GTCR Board of Managers disclaims beneficial ownership of the Class B shares held of record by MLSH 1 except to the extent of his pecuniary interest therein. |
| 6. Pursuant to the Exchange Agreement dated November 19, 2020, by and among the Issuer, Topco LLC and MLSH 1 (the "Exchange Agreement"), the Common Units (together with one Class B Share for for every Common Unit) are exchangeable for one Class A Share. Common Units do not expire. |
| 7. Reflects Common Units owned directly by MLSH 1. Each Common Unit is exchangeable for one Class A Share pursuant to the Exchange Agreement. |
| Remarks: |
| Each of the reporting persons is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. Exhibit 24.1 - Power of Attorney |
| /s/ Carl Hull, as Chief Executive Officer of Maravai Life Sciences Holdings, LLC | 11/20/2020 | |
| /s/ Carl Hull, as Chief Executive Officer of Maravai Life Sciences Holdings 2, LLC | 11/20/2020 | |
| /s/ Jeffrey Wright, as Principal of GTCR Investment XI LLC, the GP of GTCR Partners XI/A&C LP, the GP of GTCR Fund XI/C LP | 11/20/2020 | |
| /s/ Jeffrey Wright, as Principal of GTCR Investment XI LLC, the GP of GTCR Partners XI/A&C LP | 11/20/2020 | |
| /s/ Jeffrey Wright, as Principal of GTCR Investment XI LLC | 11/20/2020 | |
| /s/ Jeffrey Wright, as Principal of GTCR Investment XI LLC, the GP of GTCR Partners XI/B LP, the GP of GTCR Fund XI/B LP | 11/20/2020 | |
| /s/ Jeffrey Wright, as Principal of GTCR Investment XI LLC, the GP of GTCR Co-Invest XI LP | 11/20/2020 | |
| /s/ Jeffrey Wright, as Principal of GTCR Investment XI LLC, the GP of GTCR Partners XI/B LP | 11/20/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||